Terms of use
Last Updated: 2026-06-18
1001474181 ONTARIO INC. provides Tenet, an AI-enabled end-to-end marketing platform for lean companies.
By executing an Order Form, you agree to be bound by these terms.
DEFINITIONS
“Client Data” means any data, information, or materials submitted, uploaded, transmitted, or otherwise provided by Client or its Users to Company in connection with the Subscription Services, including: drafts and documents; product or service information and specifications; business, operational, or process data, user queries and prompts, brand-knowledge uploads, strategy inputs, asset content, customer configuration data, OAuth-pulled CRM and analytics data, provided that Client Data excludes any Outputs generated by the Subscription Services.
“Confidential Information” means any information, technical data or know-how of a party including that which comprises or relates to the party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents. Confidential Information also includes the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is disclosed to a party by a third party, provided such information was not obtained by said third party, directly or indirectly, from the other party on a confidential basis; (c) is already known to a party; or (d) is independently developed or discovered by a party without access to Confidential Information of the other party.
“Client Feedback” means any feedback, suggestions, recommendations, and corrections provided by Client or any Users to Company regarding the Company Platform, Subscription Services, and other Company products and services. (“Client Feedback”). Client Feedback includes any quantitative or qualitative information provided in response to Company questionnaires.
“Company Intellectual Property” means the Subscription Services, Platform, System, Metadata, Documentation, and all other intellectual property created, used or provided by Company to the Client pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto, excluding any Outputs.
“Documentation” means the documentation, work product, reports, training programs, training media and materials provided by Company to Client relating to the Subscription Services with respect to the use, technical specifications and functionality thereof, including any custom-built deliverables for Client.
“Intellectual Property Rights” means inventions, patents, copyrights, trademarks, service marks, industrial designs, design patents, integrated circuit topography rights, applications for registration of any of the foregoing, and know-how, trade secrets, confidential information, trade or business names and any other intellectual property rights.
“Output” means all marketing-facing work product generated, produced, or delivered to Customer through or as a result of the Subscription Services in response to (i) Customer Inputs and/or (ii) Customer’s configuration or use of the Subscription Services, in any form or medium, including drafts and final versions of: marketing content, copy, creative concepts, messaging frameworks, campaign plans, content calendars, audience segmentation outputs, positioning statements, briefs, reports, summaries, recommendations, and other deliverables intended for Customer’s marketing use but excludes Metadata.
“Personal Information” has the meaning given to it under the Personal Information Protection and Electronic Documents Act (“PIPEDA”), as may be amended from time to time.
“Platform” means the Company cloud-based web platform accessed through Company's secure website and web application located at https://yourtenet.com (and all subdomains), app.yourtenet.com and blog.yourtenet.com.
“Proof of Concept” or “PoC” means a trial period during which Client may access and use the Subscription Services solely to evaluate functionality, performance, and suitability, in accordance with this Agreement.
“Subscription Services” means the on-line software as a service offerings delivered by Company to Client using the Platform, as made available by Company from time-to-time and as described on the Order Form of this Agreement, as well as the associated Documentation.
“Subscription Term” means the Subscription Term as set forth in the Order Form.
“System” means the technology used by Company and its third-party suppliers to deliver the Subscription Services to Client in accordance with this Agreement, including its Platform, software, algorithms, data, performance results, models, methodologies, workflows, logic, databases, user interfaces, equipment, tools, instructions, templates, molds, formulae, drawings, processes, methods, know how, show how, trade secrets, analysis, designs, lab journals, notebooks, blueprints, schematics, research and development, reports, technical and functional information, specifications, manufacturing and engineering information, inventions, discoveries, developments, concepts, ideas, whether or not any of the foregoing are patentable or registrable under patent or similar laws or are protected by copyright law.
“Trademarks” means any trademark, logo, word mark or other indicia of Company.
“Metadata” means all information, data and metadata that is collected, generated, observed, recorded, inferred or derived by Company from or in connection with Client's or any User's access to or use of the Subscription Services or the Platform, including but not limited to: (a) technical and operational data, such as IP address, device and browser type, cookies and identifiers, telemetry, event, access and audit logs, diagnostics, crash reports, API calls, authentication events and timestamps; (b) usage metrics and product analytics, such as feature usage, query volumes, session duration, clickstream and navigation patterns, throughput and latency, and utilization rates; (c) interaction metadata, such as the types and categories of questions, prompts, queries or requests submitted; workflows invoked; parameters, filters and configurations selected; transformations, processing steps and analytical methods applied by the Platform in producing outputs; and which results are viewed, exported or otherwise acted upon; and (d) derived insights and second-order data derived from statistical analyses of Client Data, including patterns, trends, correlations, learnings, performance characteristics, and other non-identifying insights inferred from (i) how Client and Users interact with the Platform, (ii) the nature of the questions asked and analyses requested, and (iii) the transformations and processing applied to inputs to generate outputs. Metadata excludes Client Data in identifiable form. For clarity, Metadata may include aggregated and de-identified information derived from Client Data or User interactions, provided that such information does not identify Client, any User, or any individual and is not reasonably capable of being re-identified.
“UserID” is defined in Section 3.1.
“Users” means Client's employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Services on behalf of Client and have been supplied user identifications and passwords for this purpose.
SUBSCRIPTION SERVICES
Subscription. Subject to the terms of this Agreement, Company grants to Client a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Subscription Services and Documentation in accordance with this Agreement solely for Client's internal business purposes and not for resale or to provide services to third parties. This subscription is conditional on Client:
complying with the provisions of this Agreement, including paying all required fees;
cooperating with Company’s reasonable requests, including providing materials, information, and approvals on a timely basis; and
Client agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Company with respect to future functionality or features.
Supplemental Terms. Client's access to and use of the Subscription Services may be subject to supplemental terms.
Modification of Features. Company may modify, add, or remove features and services included in the Subscription Services listed on the Order Form at any time during the Subscription Term, provided that such modifications will not result in a material reduction in the overall functionality or performance of the Subscription Services. If Company makes any modification that does result in a material reduction in the Subscription Services, Company will provide Client with written notice describing the modification. Client may, within 30 days of receiving such notice, either (a) accept the modified Subscription Services and continue under this Agreement, or (b) reject the modification and terminate this Agreement effective as of the date the modification takes effect, in which case Company will refund to Client any prepaid fees for the Subscription Services attributable to the unused portion of the then-current Subscription Term following the effective date of termination.
Availability. During the Term, Company will use commercially reasonable efforts to make the Subscription Services available for use by Client a minimum of 99.9% of the time on a yearly basis, excluding Downtime. Company does not guarantee 24x7 uptime availability of the Subscription Services. In this Section 2.4, “Downtime” means any periods when the Subscription Services are unavailable due to: (i) scheduled or emergency maintenance or upgrades; and (ii) circumstances beyond Company’s reasonable control, including Force Majeure Events (as defined herein). Company will provide advance notice of scheduled maintenance where reasonably practicable. Support is available via email at help@yourtenet.com.
Limitation, Suspension or Termination of Access. In addition to other rights and remedies of Company under this Agreement, Company may suspend, terminate, limit or block (in Company's sole discretion) Client's access to or use of the Subscription Services, or any part of them, and remove Client Data without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of Client's systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Company from harm to its reputation or business. Company will use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Company will restore Client's access to the Subscription Services when Company determines the event has been resolved. Nothing in this Agreement will limit Company's right to take any action or invoke remedies, or will act as a waiver of Company's rights in any way with respect to any of the foregoing activities. Company will not be responsible for any loss or damages of any kind incurred by Client as a result of any limitation, termination or suspension of the Subscription Services under this Section 2.5.
Third-Party Providers. At Client’s request, Company may facilitate access to third-party service providers. Third-party service providers are solely responsible for their services (including performance, quality, and any deliverables), and Company makes no warranties, representations, or guarantees regarding any such services.
CLIENT’S USE OF THE SERVICE
Access and Security Guidelines. Client may set up User accounts by providing a unique user identification name and password (“UserID”) to Company for each User. Multi-factor authentication is required. Users may only access the Subscription Services with their specific UserID. Client is responsible for: (a) ensuring UserIDs are not shared and remain confidential and that no User shares credentials with any other person; (b) ensuring Users maintain strong passwords of at least 12 characters with appropriate complexity and regularly update passwords; (c) all activity under User accounts; (d) promptly notifying Company of any actual or suspected unauthorized use or security incident at [INSERT: Tenet security email]; and (e) ensuring Users do not attempt to bypass or disable audit trail, access controls, or any electronic signature functionality. Client will comply with legal and regulatory requirements for electronic records and electronic signatures to the extent applicable to Client’s use of the Subscription Services. Company may require UserID replacement at any time.
Client Responsibilities and Restrictions. Client will, at all times, comply with all applicable local, state, provincial, federal and foreign laws in using the Subscription Services. Without limiting the generality of Section 3.1, Client agrees that Client will not, and will not permit any person, including the Users, to:
use the Subscription Services other than as permitted by this Agreement;
use the Subscription Services to upload, collect, transmit, store, use or process any data or content (including Client Data) that violates, infringes or appropriates any person’s privacy rights, publicity rights, defamation rights, intellectual property rights, proprietary rights, contractual rights or any other legal right;
use the Subscription Services to upload, collect, transmit, store, use or process, or ask Company to obtain from third parties, any data: (i) that Client does not have the lawful right to copy, transmit, distribute and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have); or (ii) for which Client does not have the consent or permission from the owner of any Personal Information contained therein;
use the Subscription Services in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities,
use the Subscription Services to impersonate a Company employee, or any other person,
sublicense or transfer any of Client's rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Subscription Services for the benefit of a third party or to operate a service bureau;
copy, modify, alter, change, translate, decrypt, obtain or extract the source code, obtain or extract the underlying structure, ideas or algorithms, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble, reverse compile any part of the Subscription Services or the System;
access, interfere with, or attempt to interfere with, the Subscription Services or the System through the use of viruses, bots, worms or any other computer code, file or program that scrapes, interrupts, destroys or limits the functionality of any computer software or hardware;
violate the confidentiality obligations set out in Section 6 of this Agreement;
use the Subscription Services, or any part thereof, to develop, build, or assist in developing or building any product, service, platform, or technology that competes, or is intended to compete, with the Subscription Services or any other product or service offered by Company.
Client Responsibility. Client is solely responsible for the Client Data and ensuring it complies with Section 3.2 above. Company may take remedial action if Client Data violates this Agreement, however, Company is under no obligation to review Client Data for accuracy or potential liability.
WARRANTIES; DISCLAIMER
Company Warranty. Company represents, warrants and covenants to Client that the Subscription Services will perform materially as described in the technical specifications set forth in the Documentation and the sole remedy for such failure is for Company to use reasonable efforts to cause the Subscription Services to perform in accordance with the Documentation. The warranty in this Section 4.1 does not apply to any PoC, trial access, beta or pre‑release features, or third-party products.
AI Disclaimer. CLIENT ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES UTILIZE ARTIFICIAL INTELLIGENCE, MACHINE LEARNING MODELS, AND PREDICTIVE ALGORITHMS THAT ARE PROBABILISTIC IN NATURE. COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONSISTENCY OF ANY OUTPUTS, ANALYSES, PREDICTIONS, RECOMMENDATIONS, OR RESULTS GENERATED BY THE SUBSCRIPTION SERVICES. CLIENT FURTHER ACKNOWLEDGES THAT: (A) AI MODEL PERFORMANCE MAY VARY OVER TIME AND ACROSS DIFFERENT USE CASES, DATASETS, AND CONDITIONS; (B) RESULTS OBTAINED DURING TESTING, EVALUATION, OR PROOF OF CONCEPT PERIODS MAY DIFFER FROM RESULTS OBTAINED DURING PRODUCTION USE; (C) THE PERFORMANCE AND ACCURACY OF THE SUBSCRIPTION SERVICES DEPEND ON NUMEROUS FACTORS OUTSIDE OF COMPANY’S CONTROL, INCLUDING THE QUALITY, COMPLETENESS, AND ACCURACY OF CLIENT DATA AND OTHER INPUTS PROVIDED BY CLIENT; AND (D) OUTPUTS GENERATED BY THE SUBSCRIPTION SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD BE INDEPENDENTLY VERIFIED BY CLIENT BEFORE BEING RELIED UPON FOR ANY MATERIAL DECISION OR APPLICATION. CLIENT IS SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY, ACCURACY, AND RELIABILITY OF ANY OUTPUTS FOR CLIENT’S INTENDED USE AND FOR ANY DECISIONS MADE BASED ON SUCH OUTPUTS.
Advice Disclaimer. THE SUBSCRIPTION SERVICES, INCLUDING ALL OUTPUTS, ANALYSES, PREDICTIONS, RECOMMENDATIONS, OR RESULTS ARE PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL, LEGAL, MEDICAL, FINANCIAL, ACCOUNTING, TAX, REGULATORY, OR OTHER EXPERT ADVICE OF ANY KIND. COMPANY IS NOT A PROFESSIONAL ADVISOR AND DOES NOT PROVIDE PROFESSIONAL SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT: (A) COMPANY IS NOT THE ULTIMATE DECISION MAKER AND HAS NO AUTHORITY OR RESPONSIBILITY TO MAKE DECISIONS ON BEHALF OF CLIENT; (B) ALL BUSINESS, OPERATIONAL, STRATEGIC, FINANCIAL, LEGAL, MEDICAL, AND OTHER DECISIONS REMAIN SOLELY WITH CLIENT AND CLIENT'S DESIGNATED DECISION MAKERS; (C) CLIENT IS SOLELY RESPONSIBLE FOR CONSULTING WITH QUALIFIED PROFESSIONALS (INCLUDING LEGAL COUNSEL, MEDICAL PROFESSIONALS, ACCOUNTANTS, AND OTHER ADVISORS) AS APPROPRIATE BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS BASED ON OUTPUTS OR USE OF THE SUBSCRIPTION SERVICES; AND (D) COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DECISIONS MADE, ACTIONS TAKEN, OR RESULTS OBTAINED BY CLIENT BASED ON OR IN CONNECTION WITH ANY OUTPUT, ANALYSIS, RECOMMENDATION, OR OTHER INFORMATION PROVIDED THROUGH THE SUBSCRIPTION SERVICES.
Other Warranties Excluded. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1: (A) THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (B) COMPANY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; AND (C) COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. ANY THIRD-PARTY PRODUCTS AND SERVICES SUPPLIED OR UTILIZED ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER. CLIENT CONFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION, COVENANT OR PROMISE MADE BY COMPANY WHICH HAS NOT BEEN EXPRESSLY STATED IN THIS AGREEMENT.
PROPRIETARY RIGHTS
Company IP. Client acknowledges and agrees that Company is the sole and exclusive owner of and retains all right, title and interest, including all intellectual property rights, in and to the Company Intellectual Property, including all updates, improvements, enhancements, modifications, changes and derivative works in relation thereto.
Know-How. With the exception of Client's Confidential Information, Company and its personnel may use and disclose their general skills, knowledge, experience and know-how, including, without limitation, general processes, concepts, methods, methodologies, techniques, ideas and other residual information gained or learned in the provision of the Subscription Services. Nothing herein shall prevent Company from creating, developing, providing services or products which are the same or materially the same as the Documentation or anything developed pursuant to this Agreement or an applicable Order Form for itself or for any third-party.
Feedback. Client grants Company a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable (through multiple tiers) license to use, modify, and incorporate Client Feedback into Company's products and services without restriction, obligation, or compensation to Client. Company will not publicly identify Client or any User in connection with the use of Client Feedback without Client's prior written consent.
License to Company. Client grants to Company a worldwide, non-exclusive, royalty-free license during the Subscription Term to use Client's name, logo, and trademarks to identify Client as a customer of Company on Company's website and in Company's marketing materials. Company may use Client's logo obtained from Client's public website. This license does not require Client's prior approval and may be revoked by Client at any time upon 30 days' written notice to Company. Upon termination or expiration of this Agreement, or upon Client's revocation of this license, Company will cease all use of Client's name and trademarks within 30 days and remove them from publicly available materials, except that Company may retain Client's name and trademarks in archived materials not actively distributed.
Client Data and Outputs. Client retains all right, title and interest in and to the Client Data and the direct Outputs generated from its Client Data. Client acknowledges that it has no obligation to upload, input, or provide any proprietary data, formulations, specifications, or other confidential information to use the Subscription Services. Client grants to Company a worldwide, royalty-free, non-exclusive license during the Subscription Term to use, host, copy, transmit, display, modify and process the Client Data and Outputs solely for the purposes of providing the Subscription Services to Client, and to sublicense to Company's affiliates and authorized subprocessors solely to perform the foregoing. Company may create and use de-identified and aggregated usage analytics and metrics derived from Client Data, Outputs, and User interactions that do not identify Client, any User, or any individual and are not reasonably capable of being re-identified. Notwithstanding the foregoing, Client acknowledges and agrees that: (a) the Subscription Services may generate the same or substantially similar Outputs for multiple clients where the same or similar inputs, queries, data, or parameters are provided, and Company has no obligation to ensure that Outputs are unique to Client; (b) Client's rights in Outputs do not extend to any exclusivity over such Outputs; and (c) to the extent any Output consists of generic, non-unique, or commonly available information, analyses, or recommendations, such Output may not be subject to proprietary ownership rights, and Client shall have no claim of exclusivity or ownership with respect thereto.
Metadata. Company may collect and use Metadata for the purposes of operating, securing, and supporting the Subscription Services or Documentation. Company owns all right, title and interest in and to Metadata. Company will not disclose Metadata in a manner that identifies Client except with Client's consent. For clarity, Company may create and use de-identified and aggregated usage analytics and metrics that do not identify Client, any User, or any individual and are not reasonably capable of being re-identified, and Company will not use Client Data, Outputs, or Metadata that identifies Client (or is reasonably capable of identifying Client) to train or improve any artificial intelligence or machine learning models. Company may use third-party large language model providers as authorized subprocessors solely to provide the Subscription Services, and any such providers will not be permitted to use Client Data, Outputs, or Metadata that identifies Client (or is reasonably capable of identifying Client) to train or improve their models.
Confidential Information
Confidentiality. Each party will keep strictly confidential and will not disclose or use for any purpose other than for performing its obligations under this Agreement any Confidential Information of the other party. Except as expressly provided in this Agreement, neither party will obtain any interest in the other party's Confidential Information by reason of this Agreement or by reason of the disclosure of such Confidential Information pursuant to this Agreement. Each party will take the steps reasonably necessary to protect the confidentiality of the other party's Confidential Information. Each party will provide the other party's Confidential Information at least the same level of protection that it provides for its own Confidential Information (except that such level of protection will not be less than a reasonable level). Each party may disclose the other party's Confidential Information only to its directors, officers, agents, employees, contractors and professional advisors who have a need to know such Confidential Information for the performance of this Agreement, provided that such directors, officers, agents, employees, contractors and professional advisors are bound by obligations of nondisclosure and non-use substantially the same in scope as those contained in this Section 6. Nothing in this Section 6 will restrict a party's use or disclosure of its own Confidential Information.
Permitted Disclosures. Either party may disclose the other party's Confidential Information if required by law, regulation, court order, or administrative process, provided it: (a) gives prompt notice to the other party; (b) maintains confidentiality to the greatest extent possible; and (c) takes such steps as may be reasonable in the circumstances to allow the other party reasonable opportunity to seek a protective order.
Injunction. The parties acknowledge and agree that the breach by either party of any of the provisions of this Section 6 would cause serious and irreparable harm to the other party that could not adequately be compensated for in damages and, in the event of a breach by either party of any of such provisions, the breaching party hereby consents to an injunction being issued against it restraining it from any further breach of such provision, but such action will not be construed so as to be in derogation of any other remedy that the other party may have in the event of such a breach.
PAYMENT AND TAXES
Invoicing and Payment. The fees payable for the Subscription Services will be as published on Company’s website at https://yourtenet.com/pricing, or as otherwise stated in the applicable Order Form and/or Fee Schedule (including Schedule “A”, if used). Unless otherwise agreed to in writing between the parties, all invoices by Company to Client will be payable by Client to Company within 30 days of receipt. Fees are non-cancellable and non-refundable, except as expressly required by applicable law, as expressly stated in this Agreement, or if Client terminates this Agreement under Section 7.4(a), in which case Company will refund any prepaid fees attributable to the unused portion of the then-current Subscription Term. If any amount payable hereunder is not paid when due, Client will pay to Company interest on such amount from the date payment was due until the date that payment is received in full at the rate of the lesser of (a) 1.5% compounded monthly (19.56% annually), or (b) the maximum amount allowed by law, which interest shall be paid monthly. Client shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including legal fees, court costs, and collection agency fees.
Taxes. The amounts provided for in this Agreement are exclusive of all sales, use, goods and services, value added and other similar taxes, tariffs or duties, all of which will be paid by Client, excluding tax payable on income or capital of Company. Concurrently with payments to Company hereunder, Client will remit to Company all taxes due in respect of the amounts payable by Client hereunder.
Currency. In this Agreement, all references to money or payments will mean the lawful currency set forth on the Order Form of this Agreement and, unless otherwise expressly agreed to in writing, all payments made under this Agreement will be made in that currency.
Term and termination
Term. The term of this Agreement will commence on the Effective Date and will continue in full force, until terminated by either party as provided under Section 7.4 unless otherwise stated on the applicable Order Form.
Renewal. The Subscription Term is for the period set forth in the applicable Order Form and will automatically renew for successive renewal terms of equal length unless either party provides the other party written notice of non-renewal (which may be by email) at least 60 days before the end of the then-current Subscription Term.
Modification of Fees. If after the Effective Date, Client requests modifications, customizations, integrations, or enhancements to the Subscription Services, or if Client's use involves materially greater complexity, data volume, or technical requirements than originally anticipated in the Order Form, Company may charge additional fees. Company will provide written notice describing the additional complexity and proposed fees. Client may accept the additional fees and proceed or reject them and maintain the Subscription Services at the original scope.
Termination. Without limiting the remedies otherwise available under this Agreement or at law, this Agreement may be terminated:
by Client if Company commits a material breach of this Agreement and has not cured such breach within 30 days after receiving written notice from Client specifying such breach;
by Company if Client fails to pay any undisputed amount when due and does not cure such non-payment within 15 days after receiving written notice from Company;
by Company if Client commits a material breach of this Agreement (other than non-payment) and has not cured such breach (or, if the breach is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach) within 30 days after receiving written notice from Company specifying such breach;
by either party if the other party becomes subject to any bankruptcy or insolvency proceeding under applicable law (unless removed or dismissed within 60 days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors.
Effect of Termination. The termination or expiry of this Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Agreement which occurred prior to such expiry or termination. Upon termination or expiry of this Agreement:
Client will pay all fees and amounts owing under this Agreement up to the effective date of termination or expiry of this Agreement;
Client will immediately cease all use of the Subscription Services; and
each party will return to the other party or destroy (as designated by the other party) any and all Confidential Information of the other party received in connection with this Agreement in its possession or control.
Indemnification
By Company. Company will defend, indemnify and hold harmless Client and its employees, officers and directors against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including reasonable legal fees), arising from any third party claim asserted against Client that the underlying code and software of the System, as delivered by Company, infringes any Intellectual Property Rights of any third party. For clarity, this indemnity does not apply to, and Company makes no representation or warranty regarding the infringement or non-infringement of any Intellectual Property Rights by: (i) any Outputs generated by the Subscription Services; (ii) any use, commercialization, or application of such Outputs by Client. Company may, at its option and expense, and as Client's exclusive remedy hereunder, (a) procure for Client the right to continue using the Subscription Services, (b) replace or modify the Subscription Services or System so that they are no longer infringing but continue to provide comparable functionality, or (c) terminate this Agreement and Client's access to the Subscription Services, in which case Company will refund any prepaid fees attributable to the unused portion of the then-current Subscription Term. Company shall have no liability to Client for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Client or of the use of the Subscription Services (i) after they have been modified by Client or a third party without Company's prior written consent, (ii) in combination with any other service, equipment, software or process not provided by Company; or (iii) use of the Subscription Services contrary to Documentation. This Section 8.1 sets forth the entire obligation of Company and the exclusive remedy of Client against Company or any of its suppliers for any alleged infringement or adjudicated infringement of any Intellectual Property Rights by the Subscription Services.
By Client. Client will defend, indemnify and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns from and against any and all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including reasonable legal fees) arising out of or relating to any third‑party claim, to the extent resulting from: (a) Client Data, or Company's use of Client Data as permitted under this Agreement, infringing or misappropriating any intellectual property or other rights, or violating applicable law; (b) Client's breach of this Agreement (including its representations, warranties or covenants set forth in this Agreement); (c) death or bodily injury, or damage to tangible real or personal property, to the extent caused by Client's or its Users' misuse of the Subscription Services or negligence or willful misconduct; or (d) any claim that the use, creation, sale, offer for sale, commercialization of any product or service incorporating or using the information contained in an Output infringes upon the Intellectual Property Rights of a third-party.
Conditions. Any party that is seeking to be indemnified under the provision of this Section 8 (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third party claim for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 8 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party's prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party's assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party's expense.
LIMITATION OF LIABILITY
Limitation of Liability. THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES AND OTHER AMOUNTS PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM FOR DAMAGES IN THE ONE (1) YEAR IMMEDIATELY PRECEDING SUCH CLAIM.
Damages Exclusions. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST BUSINESS REVENUE, LOST PROFITS, ECONOMIC LOSS, PECUNIARY LOSS, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF BUSINESS OPPORTUNITY), LOSS OF DATA OR PROCUREMENT COSTS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Application of Limitations and Exclusions. Except as otherwise explicitly specified, the limitations in the foregoing Sections 9.1 and 9.2 will apply to all causes of action and regardless of the form of action including breach of contract, strict liability, tort including negligence and any other legal or equitable theory.
. Miscellaneous
Authorization. Each party represents and warrants that it has full authorization to enter into this Agreement, that this Agreement is valid and binding against it, and that performing this Agreement will not violate any applicable law, regulation, or contract.
Subcontractors. Company may use subcontractors to perform its obligations under this Agreement, provided they remain under Company’s direction and control.
Cumulative Remedies. Except where expressly stated as sole or exclusive, remedies under this Agreement are cumulative and do not limit any rights available at law, in equity or by statute.
Amendments. Company may propose modifications to this Agreement in connection with a proposed renewal or extension by providing Client with written notice at least 90 days prior to the end of the Subscription Term. Any renewal or extension, and any related modifications to this Agreement, will be effective only if expressly agreed in writing by the parties (for example, via a new Order Form).
Relationship. The parties to this Agreement are acting as independent contractors to each other, and nothing in this Agreement will accord any status to a party of being the employee, partner, joint venturer, franchisee or agent of the other, with respect to this Agreement.
Assignment. Neither party may assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other; except that Company may assign this Agreement without consent of Client in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or shares. This Agreement shall inure to the benefit of and shall be binding on the successors and permitted assignees of the parties.
Export Controls. Client will comply with all export laws, restrictions and regulations having application to it.
Force Majeure. Except with respect to a delay or failure to pay amount owing under this Agreement, neither party will be liable for any delay or failure to perform any provision of this Agreement if such delay or failure to perform is caused by any circumstances beyond a Party's reasonable control, including acts of God, labor strikes and other labor disturbances, pandemics, epidemics, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a “Force Majeure Event”). Each Party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.
Paramountcy. In the event of a conflict between the terms in this Master Subscription Agreement, any Order Form, and any supplemental terms, the order of paramountcy, listed in descending (i.e., highest to lowest) order of priority, is as follows: (i) first, the Order Form, but only with respect to the Subscription Services provided under that Order Form and not with respect to other Order Forms made hereunder; (ii) second, the supplemental terms, but only with respect to the Subscription Services governed by such supplemental terms; and (iii) third, this Master Subscription Agreement. For the avoidance of doubt, a conflict shall only exist where compliance with two provisions is impossible or commercially impracticable.
Interpretation. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; and (b) all usage of the word “including” or the phrase “e.g.,” shall mean “including, without limitation,”.
Headings. The headings in this Agreement are solely for convenience and will not be used for purposes of interpreting the provisions hereof.
Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth on the Order Form of this Agreement (each party may change its address from time to time upon written notice to the other party of the new address). Notices may be provided electronically by default and will be deemed to have been given upon receipt. Notwithstanding the foregoing, notices relating to breach, termination, or intellectual property claims must be delivered by registered mail or recognized courier service and will be deemed received upon confirmed delivery. Company’s notice information is: Attention: Legal; 887 Bay St. Unit 908, Toronto, ON M5S 3K4; Email: anjana@yourtenet.com.
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all written or oral prior agreements or understandings with respect thereto. There is no representation, warranty, collateral term or condition or collateral agreement affecting this Agreement, other than as expressed in writing in this Agreement.
Applicable Law. This Agreement will be construed, interpreted and governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein excluding conflicts of law principles that would apply a different body of law.
No Waiver. No failure to exercise and no delay in exercising, on the part of either party, any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude further exercise of the same right or the exercise of any other right under this Agreement, by statute, at law or in equity.
Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired thereby and, in such an event, such provisions will be interpreted so as to best accomplish the intent of the parties within the limits of applicable law; provided, however, that in the event such invalidity, illegality or unenforceability materially and adversely alters the rights of a party under this Agreement, the parties will promptly negotiate in good faith an acceptable replacement provision.
Counterparts. This Agreement may be executed in one or more counterparts (including by fax or other means of electronic communication producing a printed copy), each of which will be deemed an original, but all of which together will constitute the same instrument.
Survival. Sections 5, 6, 8, 9 and 10 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this Agreement and will remain in full force and effect following such expiry or termination.
